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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
East River Ventures II, LP
(Last) (First) (Middle)
645 Madison Ave.
22nd Floor
(Street)
New York New York 10022
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/24/00
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
13-4075197
4. Issuer Name and Ticker or Trading Symbol
SWWT, Inc. (SWWT)
5. Relationship of Reporting Person to Issuer (Check all applicable)
/X/ Director /X/ 10% Owner
/ / Officer (give title below) / / Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Reporting (Check applicable line)
/X/ Form filed by One Reporting Person
/ / Form filed by More than One Reporting Person
* If the Form is filed by more than one Reporting Person, see instruction
5(b)(v).
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<TABLE>
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Table I -- Non-Derivative Securities Beneficially Owned
2. Amount 3. Ownership
of Secu- Form:
rities Direct 4. Nature of
Bene- (D) or Indirect
ficially Indirect Beneficial
Owned (I) Ownership
1. Title of Security (Instr. 4) (Instr. 5) (Instr. 5)
- -------------------------------- ------------- ------------- ----------------
<S> <C> <C> <C>
</TABLE>
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<TABLE>
<CAPTION>
Table II--Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
2. Date Exercisable
and Expiration Date 3. Title and Amount of Securities Underlying Derivative
(Month/Day/Year) Security (Instr. 4)
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Date Amount or
1. Title of Derivative Exercis- Expiration Title Number of
Security (Instr. 4) able Date Shares
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<S> <C> <C> <C> <C>
Series B Preferred Stock, par value $.001 See N/A Common Stock, par value $.001 per share 10,141,263
per share Below (1)
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5. Ownership
Form of
Derivative
4. Conver- Security:
sion or Direct 6. Nature of
Exercise (D) or Indirect
Price of Indirect Beneficial
1. Title of Derivative Derivative (I) Ownership
Security (Instr. 4) Security (Instr. 5) (Instr. 5)
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<S> <C> <C> <C>
Series B Preferred Stock, par value $.001 See Below (2) D
per share
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Explanation of Responses:
(1) Shares of Series B Preferred Stock of SWWT were acquired in connection with
the merger of E-Newco, Inc. ("E-Newco") into ENWC Acquisition, Inc., a wholly
owned subsidiary of SWWT. The shares of Series B Preferred Stock will
automatically convert into shares of Common Stock of SWWT following the approval
by the stockholders of SWWT of the requisite increase to the amount of
authorized Common Stock of SWWT and the receipt by SWWT of additional equity
financing of at least $15.0 million. Of the 18,476,745 shares of Common Stock
issuable upon the conversion of the Series B Preferred Stock, 8,335,488 shares
will represent restricted stock issued pursuant to the terms of a Restricted
Stock Purchase Agreement between E-Newco and Jon V. Diamond, dated as of March
27, 2000. The restricted shares will vest in 36 equal monthly installments
through March 31, 2003.
(2) The initial conversion rate is 100 shares of Common Stock for each share of
Series B Preferred Stock.
/s/ Walter Carozza 05/10/00
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**Signature of Reporting Person Date
Name: Walter Carozza
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
